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Item 9A. Controls and Procedures

2025-03-06 compared with 2024-03-06 · 63 added, 7 removed, 191 unchanged (27% of the section changed)

7 unchanged sentences

The framework on which such evaluation was based is contained in the report entitled “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the “COSO Report”).

Management's assessment and conclusion on the effectiveness over financial reporting did not include the internal controls of EMA, which constituted less than 3% of total assets and less than 2% of total revenues for the year then ended.

Based upon the evaluation described above under the framework contained in the COSO Report, our management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

7 unchanged sentences

Not applicable.

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Directors, Executive Officers and Corporate Governance

1 unchanged sentence

Information relating to executive officers is contained in Part I of this Annual Report on Form 10-K.

The Company has adopted an insider trading policy applicable to its directors, officers and employees, and has implemented procedures for the Company, governing the purchase, sale and other disposition of the Company's securities.

The Company believes its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, regulations and listing standards applicable to the Company.

A copy of the Company's insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

11 unchanged sentences

(1) Includes our 2023 Equity and Incentive Compensation Plan

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Certain Relationships and Related Transactions, and Director Independence

2 unchanged sentences

The information required under this item is incorporated herein by reference to the material contained under the caption “Audit Committee — Independent Auditor Fee Information” in the Proxy Statement.

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Exhibits and Financial Statement Schedules

(a)(1) The following financial statements are included in Part II, Item 8 of this annual report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 42)

Consolidated Balance Sheets — December 31, 2024 and 2023

4 unchanged sentences

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

The following consolidated financial statement schedule of Park-Ohio Holdings Corp.

is included in Item 8:

Schedule II — Valuation and Qualifying accounts

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable and, therefore, have been omitted.

(2) Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts and Reserves

Description Balance at

Period Charged to

Expenses Deductions

Other Balance at

Year Ended December 31, 2024:

Allowances deducted from assets:

Trade receivable allowances $ 3.6 1.1 ( 0.8 ) (A) $ 3.9

Inventory reserves 42.9 12.7 ( 12.9 ) (B) 42.7

Tax valuation allowances 7.3 ( 2.4 ) — 4.9

Year Ended December 31, 2023:

Allowances deducted from assets:

Trade receivable allowances $ 3.8 2.3 ( 2.5 ) (A) $ 3.6

Inventory reserves 38.5 9.2 ( 4.8 ) (B) 42.9

Tax valuation allowances 8.6 ( 1.3 ) — 7.3

Year Ended December 31, 2022:

Allowances deducted from assets:

Trade receivable allowances $ 5.2 1.9 ( 3.3 ) (A) $ 3.8

Inventory reserves 37.5 8.4 ( 7.4 ) (B) 38.5

Tax valuation allowances 6.1 2.5 — 8.6

Note (A)- Uncollectible accounts written off, net of recoveries.

Note (B)- Amounts written off.

(3) Exhibits:

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.1 Amended and Restated Articles of Incorporation of Park-Ohio Holdings Corp.

32 unchanged sentences

000-03134 and incorporated herein by reference and made a part hereof).

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.6 Amendment No.

28 unchanged sentences

000-03134 and incorporated herein by reference).

4.11 Amendment No.

9 to the Seventh Amended and Restated Credit Agreement, dated April 10 , 202 4 , Park-Ohio Industries, Inc., RB&W Corporation of Canada, the European Borrowers (as defined therein) party thereto, the other Loan Parties (as defined therein), the Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J.P.

Morgan Europe Limited, as European agent and J.P.

Morgan Securities Inc., as sole lead arranger and bookrunning manager (filed as Exhibit 4.1 to the Form 10-Q of Park-Ohio Holdings Corp.

filed on August 8 , 202 4 , SEC File No.

000-03134 and incorporated herein by reference and made a part hereof).

4.12 Description of Common Stock (filed as Exhibit 4.3 to the Form 10-K of Park-Ohio Holdings Corp.

1 unchanged sentence

000-03134 and incorporated herein by reference and made a part hereof)

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.1 Form of Indemnification Agreement entered into between Park-Ohio Holdings Corp.

37 unchanged sentences

000-03134 and incorporated by reference and made a part hereof)

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

19.1 Insider Trading Policy

21.1 List of Subsidiaries of Park-Ohio Holdings Corp.

4 unchanged sentences

32.1 Certification requirement under Section 906 of the Sarbanes-Oxley Act of 2002

97.1 Policy relating to recovery of erroneously awarded compensation

97.1 Policy relating to recovery of erroneously awarded compensation (filed as Exhibit 97.1 to Form 10-K of the Park-Ohio Holdings Corp.

filed March 6, 2024, SEC File No.

000-03134 and incorporated by reference and made a part of hereof)

101.INS Inline XBRL Instance Document

7 unchanged sentences

Form 10-K Summary

PARK-OHIO HOLDINGS CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures